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Corporate/M&A

We advise on more deals than any other law firm in Europe. Do you wish to expand the growth potential of your organization? Do you consider a merger, an IPO or do you want to enter new markets? Or are you looking for financing by way of a private loan or the issuance of shares? At CMS we always offer the best approach and assistance. We don’t have a traditional way of looking at things and together with you we will lead you to success.

Whether you are planning a merger as part of your growth strategy, thinking about diversifying into new sectors or looking for new funding options such as non-bank lending or through equity investment, our experts offer you the right mix of legal and commercial advice. Having lawyers who think and act beyond their traditional role and seek to add value can help you secure the competitive edge you need in an ever-changing business environment. Our international team of more than 750 corporate lawyers in over 30 countries worldwide can assist you in all aspects of corporate law and M&A, both domestically and internationally.

Whatever your size, a large publicly listed company or a small privately owned business, we can deliver a tailored, commercial, cost effective solution for you, covering areas such as M&A, private equity, equity capital markets, outsourcing, group restructuring and privatisations. Our cross-border teams consist of experts from all practice areas and sectors such as banking, consumer products, energy, infrastructure, insurance, lifesciences, real estate and construction, hotels and leisure, technology and media. This allows us to understand your specific issues for a transaction and provide you with advice within context, saving time and money and allows us to pinpoint your real commercial issues and risks in a transaction.

Our Corporate Litigation group has extensive knowledge in the field of litigation. We advise a broad range of clients on corporate and commercial conflicts and routinely act before state courts.

Work highlights:

Acted for a consortium led by Cheung Kong Infrastructure Holdings on the acquisition of Dutch waste management company AVR Afvalverwerking from Van Gansewinkel.

Assisted Riverland with the acquisition of the Hotel Pulitzer in Amsterdam from Blackstone.

They are proactive thinkers; lawyers that think in solutions rather than problems.

IFLR1000, 2017

You can clearly see that they have great experience in dealing with complicated, multijurisdictional transactions. They are able to listen and convey a message in a very clear and quick manner.

Chambers Europe, 2017

Extremely efficient and experienced. CMS is a very capable, full-service law firm and delivers expert legal advice.

Chambers Europe, 2017

Clients praise the "hands-on, no-nonsense, hard-working team," which is "dedicated with many different specialisms."

Chambers Europe, 2018

Extremely well-resourced department with an array of offices across Europe, including a significant presence in CEE and Russia. Capably handles both mid-market and high-value M&A transactions.

Chambers Global, 2018

"We are impressed by the fast responses, even in complex international topics. The solutions are practical and ready to implement."

Chambers Global, 2018

"The service we get is seamless. We just contact the same people we work with and they ensure that whatever lawyers need to be involved in another jurisdiction are involved and the necessary advice is secured."

Chambers Global, 2018

“They have the ability to develop solutions. Their integrity is very high.”

IFLR1000, 2018

They are proactive thinkers; lawyers that think in solutions rather than problems.

IFLR1000, 2017

You can clearly see that they have great experience in dealing with complicated, multijurisdictional transactions. They are able to listen and convey a message in a very clear and quick manner.

Chambers Europe, 2017

Extremely efficient and experienced. CMS is a very capable, full-service law firm and delivers expert legal advice.

Chambers Europe, 2017

Clients praise the "hands-on, no-nonsense, hard-working team," which is "dedicated with many different specialisms."

Chambers Europe, 2018

Extremely well-resourced department with an array of offices across Europe, including a significant presence in CEE and Russia. Capably handles both mid-market and high-value M&A transactions.

Chambers Global, 2018

"We are impressed by the fast responses, even in complex international topics. The solutions are practical and ready to implement."

Chambers Global, 2018

"The service we get is seamless. We just contact the same people we work with and they ensure that whatever lawyers need to be involved in another jurisdiction are involved and the necessary advice is secured."

Chambers Global, 2018

“They have the ability to develop solutions. Their integrity is very high.”

IFLR1000, 2018

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Company Law

The Netherlands have a closed system of legal entities under private law. The law stipulates that associations, cooperatives, mutual insurance companies, public limited companies, private limited companies and foundations all have legal personality. Because of this legal personality, a legal entity is equivalent to a natural person as far as property law is concerned.

Corporate Governance

Corporate Governance is a hot issue at present. Good governance is extremely important for every business and institution. It involves knowledge and expertise, the quality of management and entrepreneur, independence and transparency, under the supervision of an independent body. The accounting scandals in the United States but also in Europe have contributed to a rapid codification of this concept.

Corporate Litigation

Corporate Litigation involves the whole area of company law and procedural law, and involves all potential disputes in and to do with the company. These can vary from matters of liability of directors or groups to disputes concerning takeovers.

Equity Capital Markets

The principal areas of our equity capital markets practice are advising on IPO's and secondary offerings of equity and debt securities on Euronext Amsterdam and other exchanges. We have vast experience on public bids and other types of public company takeovers, mergers, acquisitions and reconstructions.

Mergers & Acquisitions

M&A transactions are a core activity within our practice. We advise on a wide range of domestic and cross-border transactions such as acquisitions and disposals of privately owned companies involving shares or specific assets and liabilities, privatizations and spin-offs. But also on equity investments, joint ventures and strategic alliances, mergers and demergers, acquisitions of financially troubled companies and restructurings.

Private Equity

Over the years, the importance of private equity has grown considerably. Solid legal knowledge and experience is essential on all aspects of private equity fund structuring, formation, fundraising, operation and investment activities.

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Trans­fers of cross-bor­der re­gistered of­fices: how the mar­ket de­veloped...

The gen­es­is
In 2003, the draft 14th Dir­ect­ive on cross-bor­der trans­fers of re­gistered of­fices was ini­ti­ated by the European Com­mis­sion. It was sub­sequently aban­doned in 2007, par­tic­u­larly due to the res­ist­ance from cer­tain Mem­ber States which were op­posed to.

The ap­plic­a­tion of EU mer­ger con­trol cla­ri­fied: no EC no­ti­fic­a­tion...

In the first ever pre­lim­in­ary rul­ing on the EU mer­ger con­trol re­gime, the Court of Justice of the European Uni­on ("CJEU") brought much needed clar­ity on wheth­er the shift from sole con­trol to joint con­trol in an ex­ist­ing un­der­tak­ing is covered by the EU Mer­ger.

Since May 2002, we have had a re­gime which en­sures that an in­solv­ency pro­ceed­ing star­ted in one of the EU’s mem­ber states is, without fur­ther form­al­ity, re­cog­nised in all oth­er mem­ber states (ex­cept for Den­mark) and which de­term­ines the law ap­plic­able to such.

On 1 Feb­ru­ary, Fin­ance Min­is­ter Ar­un Jait­ley presen­ted In­dia’s an­nu­al Uni­on Budget for 2017-2018 (the “Budget”) for the fisc­al year be­gin­ning 1 April 2017. The cent­ral aim in this year’s Budget ap­pears to fo­cus on the most vul­ner­able with in­creased spend­ing.

As part of a Cor­por­ate Tax Re­form Pack­age, the EC has pub­lished four pro­pos­als for Coun­cil Dir­ect­ives. 1. Pro­pos­als to re­launch the Com­mon Con­sol­id­ated Cor­por­ate Tax Base
First, the European Com­mis­sion (“EC”) has an­nounced that it is re­launch­ing its pro­pos­al.

When the Dust Settles: Cross-bor­der re­struc­tur­ing and in­solv­ency after...

As the dust be­gins to settle after the EU ref­er­en­dum and the po­ten­tial rami­fic­a­tions of Brexit con­tin­ue to be di­ges­ted, we ex­am­ine the po­ten­tial im­pact of Brexit on the UK cross-bor­der re­struc­tur­ing and in­solv­ency re­gime and its con­sequences for the UK’s repu­ta­tion.